Low-income people living in depressed neighborhoods of Worcester, MA, are disproportionately exposed to environmental stressors: 1) a major toxic chemical pollution burden; 2) unhealthy physical features like numerous brownflelds and lack of greenspace, and 3) pervasive social violence and insecurity. Compounding their vulnerability is limited adaptive capacity rooted in socio-political and economic stress. Approaches that focus on single problems will be ineffective. Our working groups of local community representatives, researchers, city health and environment agencies, the youth center and a local NGO plan an inclusive, systems-based approach to improve adaptive capabilities in Worcester's Piedmont and Main South Neighborhoods. Worcester was once the heartland of the American Industrial Revolution, and its built environment now bears a significant historical and ongoing pollution burden. Similar conditions are found in many medium-sized cities across industrial America. The project has four stages, all neighborhood-based: 1) Strategic Assessment - detailed descriptions of the baseline; 2) Strategic Planning - identification of priority stressors and opportunities; 3) Implementation - making priority interventions and developing capacity; and 4) Performance Monitoring - measurement to detect significant changes (post- vs. pre-policy values). Products will include: neighborhood centered databases, planning documents, and evaluation reports; a practitioner's manual; and research reports of observations and findings. Two hypotheses are tested: a) Primary built environment stressors of a physical, chemical and socio-economic nature conspire together to create vulnerability in Worcester's Main South and Piedmont Neighborhoods; and b) this vulnerability system can be described and improved through a participatory process that fosters experiential learning, builds community ownership, strengthens adaptive capacity of those at risk, and makes environmental and health promotion policies responsive to those most in need.